Exhibit
10.11


 


 


AMENDMENT
#1 TO THE PROMISSORY NOTE ISSUED ON MARCH 28, 2022


THIS
AMENDMENT #1 to the Note (as defined below) (the “Amendment”) is entered into as of April 4, 2022 (the “Effective Date”),
by and between Touchpoint Group Holdings, Inc., a Delaware corporation (the “Company”), and MAST HILL FUND, L.P., a Delaware
limited partnership (the “Holder”) (collectively the “Parties”).


 


BACKGROUND


 


A.   
The Company and Holder are the parties to that certain senior secured promissory note originally issued by the Company to the Holder
on March 28, 2022, in the original principal amount of $625,000.00 (as amended from time to time, the “Note”); and


 


		B.	The
                                            Parties desire to amend the Note as set forth expressly below.



 


NOW
THEREFORE, in consideration of the execution and delivery of the Amendment and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:


 


		1.	The
                                            following sentence shall be added to the first paragraph on page 2 of the Note:



 


“In
connection with the issuance of this Note, the Borrower issued the Second Warrant (as defined in the Purchase Agreement) (the “Second
Warrant”) to Holder as a commitment fee, provided, however, that the Second Warrant must be cancelled and extinguished in its entirety
if the Note is fully repaid and satisfied on or prior to the Maturity Date, subject further to the terms and conditions of this Note.”


 


		2.	The
                                            first sentence of Section 3.20 of the Note shall be replaced with the following:



 


“Upon
the occurrence of any Event of Default specified in this Article III, the Holder shall no longer be required to cancel and extinguish
the Second Warrant under any circumstances, this Note shall become immediately due and payable, and the Borrower shall pay to the Holder,
in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including
any Default Interest) through the date of full repayment multiplied by 125% (collectively the “Default Amount”), as well
as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of
which hereby are expressly waived by the Borrower.”


 


3.              
This Amendment shall be deemed part of, but shall take precedence over and supersede any provisions to the contrary contained in the
Note. Except as specifically modified hereby, all of the provisions of the Note, which are not in conflict with the terms of this Amendment,
shall remain in full force and effect.


 


[Signature
page to follow]





 



    
	 	 	 

 


     


    

 





IN
WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.


 





	 	Touchpoint Group Holdings, Inc.	 	MAST HILL FUND, L.P.	 
	 	 	 	 	 
	 	By: /s/ Mark White	 	By: /s/ Patrick Hassani	 
	 	Name: Mark White	 	Name: Patrick Hassani	 
	 	Title: Chief Executive Officer	 	Title: Chief Investment Officer